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Base Prospectus Acea BASE PROSPECTUS ACEA S.p.A. (incorporated as a joint stock company (società per azioni) under the laws of the Republic of Italy) €4,000,000,000 Euro Medium Term Note Programme ___________________________________ This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of Regulation (EU) No. 2017/1129 of 14 June 2017 (the "Prospectus Regulation") and relevant implementing measures in Luxembourg (loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières dated 16 July 2019, which implements the Prospectus Regulation (the "Luxembourg Prospectus Law")). This Base Prospectus constitutes a base prospectus for the purposes of the Prospectus Regulation and has been prepared for the purpose of giving information with regard to the issue of notes ("Notes") issued under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus during the period of twelve months after the date hereof and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. Such approval only relates to Notes which are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange or other regulated markets for the purposes of Directive 2014/65/EU for a period of twelve months from the date of approval, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation. For the avoidance of doubt, the Issuer shall have no obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies after the end of its 12-month validity period. The end of the validity of the Base Prospectus is 24 July 2021. Applications have been made for such Notes to be admitted during the period of twelve months after the date hereof to listing on the Official List and to trading on the regulated market of the Luxembourg Stock Exchange. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. The CSSF assumes no responsibility with regard to the economic and financial soundness of any transaction under this Programme or the quality and solvency of the Issuer in accordance with the provisions of Article 6(4) of the Luxembourg Prospectus Law. Acea S.p.A. (the "Issuer" or "Acea") may issue Notes under the Programme to one or more of the Dealers named on page 6 and any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers") which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall be, in the case of an issue of Notes to more than one Dealer, to the lead manager of such issue and, in the case of an issue of Notes to one Dealer, to such Dealer. Pursuant to the Programme, the Issuer may issue Notes denominated in any currency agreed with the relevant Dealer, subject to any applicable legal or regulatory restrictions. The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). The aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €4,000,000,000 (or its equivalent in other currencies calculated as described herein). - i - 47-40751446 As of the date of this Base Prospectus, the Issuer has been assigned a rating of "Baa2" with a "stable outlook" by Moody’s Investors Service España, S.A. ("Moody’s") and "BBB+" with a "stable outlook" by Fitch Italia S.p.A. ("Fitch"). Each of Moody’s and Fitch is established in the European Economic Area ("EEA") and registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). Each of Moody’s and Fitch appears on the latest update of the list of registered credit rating agencies on the European Securities and Markets Authority ("ESMA") website at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below. EU BENCHMARKS REGULATION – Interest and/or other amounts payable under floating rate notes may be calculated by reference to either the Euro Interbank Offered Rate ("EURIBOR") or the London Interbank Offered Rate ("LIBOR"), as specified in the relevant Final Terms (as defined below). As at the date of this Base Prospectus, EURIBOR is provided and administered by the European Money Markets Institute ("EMMI"), and LIBOR is provided and administered by ICE Benchmark Administration Limited ("ICE"). At the date of this Base Prospectus, EMMI and ICE are authorised as benchmark administrators, and included on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR"). Arrangers IMI – Intesa Sanpaolo BNP PARIBAS UniCredit Bank Dealers BBVA Barclays BNP PARIBAS Citigroup Crédit Agricole CIB Deutsche Bank Goldman Sachs International IMI – Intesa Sanpaolo MPS Capital Services Mediobanca Morgan Stanley Natixis Société Générale Corporate & Investment Banking UBI Banca UniCredit Bank The date of this Base Prospectus is 24 July 2020 - ii - 47-40751446 CONTENTS Page IMPORTANT NOTICES .......................................................................................................... 1 GENERAL DESCRIPTION OF THE PROGRAMME ............................................................ 8 RISK FACTORS ..................................................................................................................... 14 INFORMATION INCORPORATED BY REFERENCE ....................................................... 40 FINAL TERMS AND DRAWDOWN PROSPECTUSES ..................................................... 43 FORMS OF THE NOTES ....................................................................................................... 44 TERMS AND CONDITIONS OF THE NOTES .................................................................... 50 FORM OF FINAL TERMS ..................................................................................................... 86 OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............................................................................................................................ 101 USE OF PROCEEDS ............................................................................................................ 103 DESCRIPTION OF THE ISSUER ........................................................................................ 104 OVERVIEW OF FINANCIAL INFORMATION OF THE ISSUER ................................... 152 REGULATORY .................................................................................................................... 157 TAXATION ........................................................................................................................... 227 SUBSCRIPTION AND SALE .............................................................................................. 240 GENERAL INFORMATION ................................................................................................ 245 - iii - 47-40751446 IMPORTANT NOTICES This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme for the purposes of Article 8 of the Prospectus Regulation. Responsibility for this Base Prospectus The Issuer accepts responsibility for the information contained in this Base Prospectus and any Final Terms and declares that the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Final Terms/Drawdown Prospectus Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses" below. Other relevant information This Base Prospectus must be read and construed together with any supplements hereto and with any information incorporated by reference
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